Exhibit
4.3


 


COMMON
STOCK PURCHASE WARRANT


 


CREATIVE
REALITIES, INC.


 


Warrant
No.: _____________


 


	Number
    of Warrant Shares: _____________	Date
    of Issuance: [●], 2018 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________
or [his][her][its] assigns (the “Holder”) is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior
to the Expiration Date (as defined in Section 2(b) below) but not thereafter, to subscribe for and purchase from Creative
Realities, Inc., a Minnesota corporation (the “Company”), up to ___________ shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock
under this Warrant shall be equal to the Exercise Price, as defined in Section 2(a).


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock, par value $0.01 per share of the Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Transfer
Agent” means American Computershare Trust Company, N.A., the current transfer agent of the Company, with a mailing address
of 462 South 4th Street, Suite 1600, Louisville, KY 40202, and any successor transfer agent of the Company.


  


Section
2. Terms and Exercise of this Warrant.


 


(a)
Exercise Price and Duration.


 


(i)
Exercise Price. This Warrant shall entitle the Holder thereof, subject to the provisions herein, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $[●] per whole share, subject to the subsequent
adjustments provided in Section 3 hereof. The term “Exercise Price” as used in this Warrant refers to
the price per share at which Common Stock may be purchased at the time this Warrant is exercised.


 






     

     


    

 


(ii)
Duration of Warrant. This Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the Issuance Date and terminating at 5:00 P.M., New York City time (the “close of business”) on ________, 202[●]
[THE DATE [●] MONTHS FOLLOWING THE ISSUANCE DATE] (the “Expiration Date”). If this Warrant
is not exercised on or before the Expiration Date it shall become void, and all rights hereunder shall cease at the close of business
on the Expiration Date.


 


(b)
Exercise of Warrant.


 


(i)
Exercise and Payment. Subject to the provisions of this Warrant, the Holder may exercise this Warrant by delivering, not
later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the “Exercise Date”)
to the Company at its office designated for such purpose (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile
copy (or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall
deliver the unpaid portion of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise
by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section
2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder
shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of
Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


 


If
any of (A) the Warrant, (b) the executed Notice of Exercise or (C) the Exercise Price therefor, and all applicable taxes and charges
due in connection therewith, is received by the Company after 5:00 P.M., New York City time, on any date, or on a date that is
not a Business Day, the Warrant with respect thereto will be deemed to have been received and exercised on the Business Day next
succeeding such date. For the avoidance of doubt, the “Exercise Date” will be the date the materials in the foregoing
sentence are received by the Company (if by 5:00 P.M., New York City time), or the following Business Day (if after 5:00 P.M.,
New York City time), regardless of any earlier date written on the materials. If the Warrant is received or deemed to be received
after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Company will be returned
to the Holder, as the case may be, as soon as practicable. In no event will interest accrue on any funds delivered to the Company
in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of any Warrant will be determined by
the Company in its sole discretion and such determination will be final and binding upon the Holder. The Company shall not have
any obligation to inform a Holder of the invalidity of any exercise of Warrants.


   






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(c)
Cashless Exercise Under Certain Circumstances.


 


(i)
The Company shall provide to the Holder of this Warrant prompt written notice at any time that the Company is unable to issue
the Warrant Shares via The Depository Trust Company (“DTC”) transfer or otherwise (without restrictive legend),
because (A) the Commission has issued a stop order with respect to any registration statement registering the Warrant Shares (the
“Registration Statement”), (B) the Commission otherwise has suspended or withdrawn the effectiveness of the
Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the
Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”).
To the extent that a Restrictive Legend Event occurs after the Holder has exercised this Warrant in accordance with the terms
of the Warrant but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder, which shall
be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted
Notice of Exercise and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B)
treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the exercise
price to the Holder.


 


(ii)
If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall
only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to
make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise,” the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


	 	(A)	=
    the VWAP on the Trading Day immediately preceding the Exercise Date;


 


	 	(B)	=
    the Exercise Price of the Warrant; and


 


	 	(X)	=
    the number of Warrant Shares that would be issuable upon exercise of the Warrant in full in accordance with the terms of the
    Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon
receipt of a Notice of Exercise for a cashless exercise, the Company will promptly confirm the number of Warrant Shares issuable
in connection with the cashless exercise. In addition, if Warrant Shares are issued in such a cashless exercise where no commission
or other remuneration is paid or given directly or indirectly for soliciting such cashless exercise, the parties acknowledge and
agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics
of the Warrant being exercised.  The Company agrees not to take any position contrary to this Section 2(c).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New
York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, OTCQB or OTCQX
(c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board, OTCQB or OTCQX and if prices for the
Common Stock are then reported in the OTC Pink Market maintained by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.


  


(iii)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


 






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(d)
Mechanics of Exercise.


 


(i)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with
DTC through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in
such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery
of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of
Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice
of Exercise by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of
delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise)
is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect
to any Notice(s) of Exercise delivered by 12:00 p.m. (New York City time) on the Issuance Date, the Company agrees to deliver
the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issuance Date.


 


(ii)
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant.


 


(iii)
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


(iv)
Valid Issuance. All shares of Common Stock issued by the Company through the Transfer Agent upon the proper exercise of
this Warrant in conformity with this Warrant shall be validly issued, fully paid and non-assessable.


  


(v)
No Fractional Exercise. This Warrant may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares
are to be issued upon the exercise of the Warrant, but rather the number of Warrant Shares to be issued shall be rounded up or
down, as applicable, to the nearest whole number. If fewer than all the Warrants evidenced by this Warrant are exercised, a notation
shall be made to the records maintained by the Company evidencing the balance of the Warrants remaining after such exercise.


 


(vi)
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or charge required to be paid in connection
with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer
is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have
been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.


 


(vii)
Date of Issuance. Each person in whose name any such shares of Common Stock is issued shall for all purposes be deemed
to have become the Holder of record of such shares on the date on which the Warrant was validly exercised and payment of the Exercise
Price was made, irrespective of the date of delivery of such Notice of Exercise, except that, if the date of such Notice of Exercise
and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the
Holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 






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Section
3. Adjustments.


 


(a)
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares
of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date
combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section
3(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(b)
Adjustment for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution
to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those
referred to in Section 3(a) or other dividends paid out of retained earnings), then in each such case the Holder will,
upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock issuable thereupon,
and without payment of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which
such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date
on which holders of Common Stock received or became entitled to receive such dividend or distribution. Such adjustment shall be
made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 


(c)
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while this Warrant is outstanding,
(i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company
with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant
to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock
(not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated
with the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
the number of shares of Common Stock, if any, of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) and for which shareholders received any equity securities of the
Successor Entity, to assume in writing all of the obligations of the Company under this Warrant Agreement in accordance with the
provisions of this Section 4(c) pursuant to written agreements and shall, upon the written request of the Holder of this
Warrant, deliver to the Holder in exchange for this Warrant created by this Warrant Agreement a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable
immediately prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of
Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of
capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant Agreement and the Warrant referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant Agreement
and the Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 






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Any
supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments, which
shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 3. The provisions of this
Section 3(c) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances
of the kind described above.


 


(d)
Other Events. If any event occurs of the type contemplated by the provisions of Section 3(a), 3(b) or 3(c)
but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s
Board of Directors will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant
Shares or designate such additional consideration to be deemed issuable upon exercise of this Warrant, so as to protect the rights
of the Holder. 


 


(e)
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of this Warrant, the Company shall give written notice thereof to the Holder, at the last address set forth for such holder in
the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.


 


(f)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed
to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior
to the applicable record or effective date hereinafter specified, a notice stating (i) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (ii) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or
in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent
that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of
the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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Section
4.  Transfer of Warrant.


 


(a)
Transferability.  This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form annexed hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full.  This Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


(b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which
may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares
issuable pursuant thereto.


 


(c)
Warrant Register. The Company (or its Transfer Agent) shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.
 The Company may deem and treat the Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


(d)
Fractional Warrants. The Company shall not be required to effect any registration of transfer or exchange that will result
in the issuance of a Warrant for a fraction of this Warrant.


 


Section
5. Limitations on Exercise. The Company shall not effect any exercise of this Warrant, and a Holder shall not have
the right to exercise any portion of this Warrant, to the extent that after giving effect to the issuance of shares of Common
Stock after exercise as set forth on the applicable Notice of Exercise, the Holder (together with such Holder’s Affiliates
(as defined in Rule 405 under the Securities Act of 1933), and any other persons acting as a group together with the Holder or
any of the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock (the percentage
limitation, the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon
exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon exercise of the remaining, non-exercised portion of any Warrant beneficially owned by the Holder
or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this Section 5 applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this
Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed
to be the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable, and the Company shall not have any obligation
to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the
Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5, in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 5 shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this
subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon
not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 5. In the event of a Holder’s election to increase the Beneficial Ownership Limitation, such increase will
not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this Section 5
shall apply to a successor holder of this Warrant. The limitations contained in this paragraph shall apply to a successor holder
of this Warrant.


 






    	 	7	 



     


    

 


Section
6.  Miscellaneous.


 


(a)
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer upon a registered holder, solely in its capacity
as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares that it is then entitled to receive upon the due exercise of this Warrant. This Warrant does not
entitle the registered holder thereof to any of the rights of a shareholder of the Company.


 


(b)
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of this Warrant.


 


(c)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


(d)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


  


(e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates,
directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action,
suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 






    	 	8	 



     


    

 


(f)
Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if
not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal
securities laws.


 


(g)
Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the
part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.  Without
limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.


 


(h)
Notices. Any notices, consents, waivers or other document or communications required or permitted to be given or delivered
under the terms of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally;
(ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); (iii) if sent by overnight courier service, one (1) Trading Day after deposit with an overnight
courier service with next day delivery specified, and (iv) if sent by certified mail or private courier service within five (5)
days after deposit of such notice, in each case, properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


 


If
to the Company:


 


Creative
Realities, Inc.


13100
Magisterial Drive, Suite 100


Louisville,
Kentucky 40223


Attention:
Mr. Richard Mills, Chief Executive Officer


 


with
a copy (which shall not constitute notice) to:


 


Maslon
LLP


3300
Wells Fargo Center


90
South Seventh Street


Minneapolis,
MN 55402


Attention:
Bradley Pederson, Esq.


Fax
No: (612) 642-8341


 


If
to a Holder, to its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.


 


(i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


(j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 






    	 	9	 



     


    

 


(k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


(l)
Amendment. This Warrant may be modified or amended, including any amendment to increase the Exercise Price or shorten the
Exercise Period, and the provisions hereof may be waived, in each case with the written consent of the Company, A.G.P./Alliance
Global Partners (“A.G.P.”) and the registered holders of a majority of the then outstanding Warrants issued
by the Company pursuant to that certain Underwriting Agreement, dated [●], 2018 among A.G.P., the Company and the underwriters
named on Schedule 1 thereto.


 


(m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


(n)
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant and shall not
affect the interpretation thereof.


 


********************


 


(Signature
Page Follows)


 




    	 	10	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	CREATIVE
    REALITIES, INC.	 
	 	 	 
	By:	 	 
	Name:	Richard
    Mills	 
	Title:	Chief
    Executive Officer	 


 




     

     


    

 


Exhibit
A


 


NOTICE
OF EXERCISE


 


TO:
CREATIVE REALITIES, INC.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


	 	☐	in
    lawful money of the United States by wire transfer or cashier’s check drawn on a United States bank; or


 


	 	☐	if
    permitted by the terms of the Warrant, the cancellation of such number of Warrant Shares as is necessary, in accordance with
    the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable
    pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_________________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


_________________________________


 


_________________________________


 


_________________________________


[SIGNATURE
OF HOLDER]


 


Name of
Investing Entity:


 


__________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity:


 


__________________________________________________________________


 


Name of
Authorized Signatory:


 


__________________________________________________________________


 


 


Title
of Authorized Signatory:


 


__________________________________________________________________


 


Date:
______________________________


 






     

     


    





 


Exhibit
B


 


ASSIGNMENT
FORM


 


(To
assign the attached Warrant, execute


this
form and supply required information.


Do
not use this form to exercise the Warrant.)


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the attached Warrant and all rights evidenced thereby are hereby assigned
to


 


_______________________________________________,
whose address is


 


_______________________________________________________________


 


_______________________________________________________________


 


	 	 	Date:  ______________,
    _______	 
	 	 	 	 
	Holder’s
    Signature: 	 	_____________________________	 
	 	 	 	 
	Holder’s
    Address:  	 	_____________________________	 
	 	 	_____________________________	 


 


NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever.  Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.